GMG Announces Marketed Unit Offering

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

BRISBANE, Australia, Aug. 09, 2023 (GLOBE NEWSWIRE) -- Graphene Manufacturing Group Ltd. (TSX-V: GMG) (“GMG” or the “Company”) is pleased to announce that it is commencing a marketed offering (the "Offering") of units (the "Units") of the Company. Each Unit will consist of one ordinary share of the Company (a "Common Share") and one-half of one ordinary share purchase warrant (each whole ordinary share purchase warrant, a "Warrant").

The Units will be offered under the amended and restated base shelf prospectus of the Company receipted on August 3, 2023 (the "Base Shelf Prospectus"), as supplemented by a shelf prospectus supplement (the "Supplement") to be prepared and filed in each of the provinces of British Columbia, Alberta, Saskatchewan and Ontario (collectively, the "Jurisdictions") and by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Underwriters (as defined below), where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The total size of the Offering as well as certain other terms of the Units and the Warrants (including the term and the exercise price of each Warrant) will be determined in the context of the market at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering remains subject to market and other customary conditions, including but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”) and the applicable securities regulatory authorities.

Raymond James is acting as sole bookrunner for the Offering on behalf of a syndicate of underwriters to be named (collectively, the "Underwriters").

The Company intends to grant the Underwriters an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to purchase up to an additional 15.0% of the Units, pursuant to the Offering on the same terms and conditions of the Offering. The Over-Allotment Option will be exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Underwriters.